UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2004

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from...................................to................................................
Commission file number: 1-13274

Mack-Cali Realty Corporation
(Exact name of registrant as specified in its charter)

Maryland
(State or other jurisdiction of incorporation or organization) 22-3305147
(I.R.S. Employer Identification Number)

11 Commerce Drive, Cranford, New Jersey
(Address of principal executive office) 07016-3501
(Zip Code)

(908) 272-8000
(Registrant’s telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days. YES X NO

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES X NO

As of October 29, 2004, there were 60,857,513 shares of the registrant’s Common Stock, par value $0.01 per share, outstanding.

MACK-CALI REALTY CORPORATION

FORM 10-Q

INDEX


Part I	Financial Information	Page

Item 1.	Financial Statements:

	Consolidated Balance Sheets as of September 30, 2004
	and December 31, 2003	4

	Consolidated Statements of Operations for the three and nine month
	periods ended September 30, 2004 and 2003	5

	Consolidated Statement of Changes in Stockholders' Equity for the
	nine months ended September 30, 2004	6

	Consolidated Statement of Cash Flows for nine months
	ended September 30, 2004 and 2003	7

	Notes to Consolidated Financial Statements	8-38

Item 2.	Management's Discussion and Analysis of Financial Condition
	and Results of Operations	39-56

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	57

Item 4.	Controls and Procedures	57

Part II	Other Information

Item 1.	Legal Proceedings	58-59


Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	60

Item 3.	Defaults Upon Senior Securities	60

Item 4.	Submission of Matters to a Vote of Security Holders	60

Item 5.	Other Information	60

Item 6.	Exhibits	60

Signatures		61

MACK-CALI REALTY CORPORATION

Part I – Financial Information

Item 1. Financial Statements

The accompanying unaudited consolidated balance sheets, statements of operations, of changes in stockholders’ equity, and of cash flows and related notes thereto, have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. The financial statements reflect all adjustments consisting only of normal, recurring adjustments, which are, in the opinion of management, necessary for a fair presentation for the interim periods.

The aforementioned financial statements should be read in conjunction with the notes to the aforementioned financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and notes thereto included in Mack-Cali Realty Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003.

The results of operations for the three and nine month periods ended September 30, 2004 are not necessarily indicative of the results to be expected for the entire fiscal year or any other period.

MACK-CALI REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts)

ASSETS	September 30, 2004 (unaudited)		December 31, 2003
Rental property
Land and leasehold interests	$ 575,811		$ 552,287
Buildings and improvements	3,200,612		3,176,236
Tenant improvements	248,705		218,493
Furniture, fixtures and equipment	7,628		7,616

	4,032,756		3,954,632
Less - accumulated depreciation and amortization	(613,087	)	(546,007	)

	3,419,669		3,408,625
Rental property held for sale, net	92,703		--

Net investment in rental property	3,512,372		3,408,625
Cash and cash equivalents	11,562		78,375
Investments in unconsolidated joint ventures	42,027		48,624
Unbilled rents receivable, net	82,604		74,608
Deferred charges and other assets, net	149,935		126,791
Restricted cash	7,921		8,089
Accounts receivable, net of allowance for doubtful accounts
of $1,618 and $1,392	3,685		4,458

Total assets	$ 3,810,106		$ 3,749,570

LIABILITIES AND STOCKHOLDERS' EQUITY

Senior unsecured notes	$ 1,030,902		$ 1,127,859
Revolving credit facilities	140,000		--
Mortgages, loans payable and other obligations	524,840		500,725
Dividends and distributions payable	47,570		46,873
Accounts payable, accrued expenses and other liabilities	47,533		41,423
Rents received in advance and security deposits	42,990		40,099
Accrued interest payable	11,117		23,004

Total liabilities	1,844,952		1,779,983

Minority interest in Operating Partnership	422,053		428,099

Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.01 par value, 5,000,000 shares authorized, 10,000
and 10,000 shares outstanding, at liquidation preference	25,000		25,000
Common stock, $0.01 par value, 190,000,000 shares authorized,
60,730,128 and 59,420,484 shares outstanding	607		594
Additional paid-in capital	1,640,787		1,597,785
Dividends in excess of net earnings	(119,122	)	(74,721	)
Unamortized stock compensation	(4,171	)	(7,170	)

Total stockholders' equity	1,543,101		1,541,488

Total liabilities and stockholders' equity	$ 3,810,106		$ 3,749,570

The accompanying notes are an integral part of these consolidated financial statements.

MACK-CALI REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
REVENUES	2004			2003			2004			2003
Base rents	$	131,076		$	122,006		$	381,427		$	367,636
Escalations and recoveries from tenants		17,278			15,999			48,849			45,381
Parking and other		3,417			4,933			9,382			14,004

Total revenues		151,771			142,938			439,658			427,021

EXPENSES

Real estate taxes		18,520			16,196			51,953			47,290
Utilities		11,441			11,253			32,395			30,871
Operating services		18,623			16,437			55,711			53,005
General and administrative		7,568			8,615			22,664			22,220
Depreciation and amortization		33,115			28,588			95,665			85,203
Interest expense		27,321			28,734			82,870			86,598
Interest income		(99	)		(244	)		(1,039	)		(836	)
Loss on early retirement of debt, net		--			--			--			2,372

Total expenses		116,489			109,579			340,219			326,723

Income from continuing operations before
minority interest and equity in earnings
of unconsolidated joint ventures		35,282			33,359			99,439			100,298
Minority interest in Operating Partnership		(7,431	)		(7,354	)		(21,600	)		(22,193	)
Equity in earnings of unconsolidated
joint ventures (net of minority interest), net		(611	)		3,151			511			11,250
Gain on sale of investment in unconsolidated
joint ventures (net of minority interest)		--			20,392			637			20,392

Income from continuing operations		27,240			49,548			78,987			109,747
Discontinued operations (net of minority interest):
Income from discontinued operations		1,376			1,344			3,206			4,221
Realized gains (unrealized losses)
on disposition of rental property, net		--			--			(10,501	)		1,165

Total discontinued operations, net		1,376			1,344			(7,295	)		5,386

Net income		28,616			50,892			71,692			115,133
Preferred stock dividends		(500	)		(500	)		(1,500	)		(1,172	)

Net income available to common shareholders	$	28,116		$	50,392		$	70,192		$	113,961

Basic earnings per common share:
Income from continuing operations	$	0.44		$	0.85		$	1.29		$	1.89
Discontinued operations		0.02			0.02			(0.12	)		0.09

Net income available to common shareholders	$	0.46		$	0.87		$	1.17		$	1.98

Diluted earnings per common share:
Income from continuing operations	$	0.44		$	0.82		$	1.28		$	1.88
Discontinued operations		0.02			0.02			(0.12	)		0.08

Net income available to common shareholders	$	0.46		$	0.84		$	1.16		$	1.96

Dividends declared per common share	$	0.63		$	0.63		$	1.89		$	1.89

Basic weighted average shares outstanding		60,492			57,870			60,228			57,545

Diluted weighted average shares outstanding		68,851			72,465			68,596			71,943

The accompanying notes are an integral part of these consolidated financial statements.

MACK-CALI REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
For the Nine Months Ended September 30, 2004 (in thousands) (unaudited)

		Preferred Amount			Common Par Value		Additional Paid-In Capital		Dividends Excess of Net Earnings			Unamortized Stock Compensation			Total Stockholders' Equity
Balance at January 1, 2004	10	$	25,000	59,420	$	594	$	1,597,785	$	(74,721	)	$	(7,170	)	$	1,541,488
Net income	--		--	--		--		--		71,692			--			71,692
Preferred stock dividends	--		--	--		--		--		(1,500	)		--			(1,500	)
Common stock dividends	--		--	--		--		--		(114,593	)		--			(114,593	)
Redemption of common units
for shares of common stock	--		--	16		--		425		--			--			425
Shares issued under Dividend
Reinvestment and Stock
Purchase Plan	--		--	9		--		364		--			--			364
Proceeds from stock options
exercised	--		--	1,153		12		36,985		--			--			36,997
Proceeds from stock warrants
exercised	--		--	149		1		4,924		--			--			4,925
Stock options expense	--		--	--		--		374		--			--			374
Deferred compensation plan
for directors	--		--	--		--		197		--			--			197
Issuance of Restricted Stock
Awards	--		--	2		--		76		--			(76	)		--
Amortization of stock
compensation	--		--	--		--		--		--			2,732			2,732
Adjustment to fair value of
Restricted Stock Awards	--		--	--		--		232		--			(232	)	<